The Legal System Of The Agreement Acquisition Of A Listed Company

Acquisition of a listed company is a kind of takeover of corporations and it is different from the general takeovers in the acquired company. It is the acquisition of those listed companies whose shares are intensively traded on the Stock Exchange. In our country, acquiring a listed company is through tendoffer, agreements and purchasing it in open market. This thesis is to study the legal issues related to the takeover of a listed company by agreements.Acquisition of a listed company according takeover agreements is a kind of acquisitions of listed companies, a way that investors (or purchasers) get the voting shares by means of reaching the transferring-shares agreement with shareholders of the target company (namely the acquired company) in private out of the Stock Exchanges in order to obtain the listing of the company's relative or absolute control. This thesis includes three parts that were the sub-Introduction, four chapters of the main text, and the conclusions.In the part of the preamble, the writing purpose and writing ideas of this thesis was narrated and the status of research on"takeover by agreement"in domestic and overseas was briefly introduced. The theoretical and practical significance of this topic is highlighted in this part.Chapter I of the text mainly deals with the fundamental issues of the agreement takeover: the concept and features of the agreement takeover, the difference between the agreement takeover with other relative concepts, the clients and the objects of it and so on.In Chapter II, the legislative profiles on the agreement takeover outside the main land are introduced, and the legislation and practice system development of China's agreement takeover is briefly reviewed.The main contents of Chapterâ…¢is the basic principles and legal procedures of the agreement takeover .Some principles must be followed in the agreement takeover such as targets shareholders being equally treated,full disclosure of the information and protection of the medium and small shareholders. And also, in this part, both the specific procedures to purchase non-flow stocks according to the purchasing agreement and the special procedures to purchase the circulating shares by agreements are revealed.Chapter IV is mainly concerned with the protection of the interests of medium and small shareholders in the process of the agreement takeover. In this regard, the practice of common law countries is worthy lessons for us. To begin with, the controlling shareholder should commit the good-faith obligations to prevent the target company from"looting"when he transfers his shares. Secondly, the controlling shareholders should enjoy the "controlling premium" of the shares transfers by agreements in principle and only in a few cases all shareholders share the "controlling premium". Finally, a system of civil liability and litigation mechanism for protecting the interests of medium and small shareholders should be established.In the conclusion part of the thesis, the following points is come up with based on the ongoing sub-owned shares reform in our country: Although the agreement takeover is currently dominant style of taking over listed companies, but with the sub-owned shares reform going on deeply and the realization of all stocks able to absolutely circulate, the takeover by tenderoffer will become a dominant takeover manner in place of the agreement takeover.